Net Working Capital Value definition

Net Working Capital Value means the current assets of the Electrical Business, less the current liabilities of the Electrical Business (other than relating to Income Taxes (current or deferred)), as of 12:01 A.M. (C.S.T.) on the Closing Date prepared in a manner consistent with GAAP with the “E&Y Adjustments” set forth in, and otherwise consistent with the preparation of, the sample calculation set forth on Exhibit B.
Sample 1Sample 2Sample 3
Net Working Capital Value means the difference between (i) the total current assets of the Company (excluding cash) as of the date of determination reduced by (ii) the total current liabilities of the Company as of the date of determination, in each case as determined in accordance with GAAP by Buyer and reviewed by Buyer's accountants.
Sample 1
Net Working Capital Value means only in respect of Concord, Terra Rouge, Alpharetta and Wax, the amount equal to the prepaid amounts (including deposits, but not deposits in respect of machinery or other capital assets) in respect of contracts assumed by Buyer, inventory and Accounts Receivable included in the Acquired Assets (net of reserves for such items prepared in accordance with GAAP) less the Assumed Liabilities as of the Closing Date calculated in accordance with GAAP, but excluding contractual commitments for goods or equipment delivered and services provided on or after the Closing date; provided (i) that such amount shall be reduced further, if necessary, by the value of any raw materials, goods in process and finished goods included in the Acquired Assets in excess of quantities adequate and sufficient to operate the Business for a period of four (4) months in the Ordinary Course of Business (for each SKU in respect of goods in process and finished goods) and by the value of any packaging included in the Acquired Assets in excess of quantities adequate and sufficient to operate the Business for a period of twelve (12) months in the Ordinary Course of Business for each SKU, and (ii) such amount shall be reduced by any bad debts, including subsequent bankruptcies, and subsequent customer deductions, including unsaleables, fines and penalties, markdowns, price adjustments and rebates occurring within one hundred twenty (120) days of the Closing Date to the extent that such amounts have not already been included in the calculation of Accounts Receivable. For greater certainty, the Real Property Adjustments shall not be included in connection herewith.
Sample 1

Examples of Net Working Capital Value in a sentence

  • A statement setting forth the accounts constituting Target Net Working Capital Value and a description of the method used to calculate Target Net Working Capital Value is attached hereto as Exhibit B.

  • The Closing Date Statement shall be prepared in accordance with GAAP and the same principles, practices and procedures used in preparing the calculation of Target Net Working Capital Value set forth in Exhibit B attached hereto.

  • The Estimated Net Working Capital Value shall include the same accounts as set forth in Exhibit B, and shall be performed using GAAP and the same principles, practices and procedures used in preparing the calculation of Target Net Working Capital Value.

  • For the avoidance of doubt, Buyer shall (or shall cause its Subsidiaries to) credit each Transferred Employee with all paid time off accrued in accordance with the Accounting Policies and Modified Net Working Capital Value Schedule to the extent unused by such Transferred Employee through the Applicable Transfer Time.

  • To the extent the Post- Closing Adjustment is greater than the upper bound of the Target Net Working Capital Value Range, such increase shall be paid by Buyer to Seller in accordance with Section 2.04(d) below.

  • Within ten (10) Business Days after the final determination of the Final Net Working Capital Value, the Final Adjusted Final Long-Term Liabilities and the Final Inventory Value whichever later occurs, Parent shall deliver to the Shareholders’ Representative a statement setting forth Parent’s calculation of the Final Aggregate Merger Consideration (the “Final Merger Consideration Statement”), along with a description in reasonable detail of the Company’s calculation of the Adjustment Payment.

  • Unless the CBDC takes on the task of fraud detection and remediation of transaction errors currently assumed by com- mercial banks, sovereign wallets will need to adhere to strict security requirements like those in cryptocurrency platforms, and fraud and error will be hard to detect or remediate.

  • To the extent the Post-Closing Adjustment is less than the lower bound of the Target Net Working Capital Value Range, such shortfall shall be paid by Seller to Buyer in accordance with Section 2.04(d) below.

  • If Buyer and Seller are unable to reach such agreement during such period, they shall promptly thereafter jointly retain a nationally recognized accounting firm, who shall not have any material relationship with Buyer or Seller (the “Accounting Referee”), and cause such Accounting Referee promptly to review this Agreement and the Disputed Items for the purpose of calculating the Modified Net Working Capital Value and the Modified Net Working Capital Value Adjustment.

  • Prepaids that are prorated to Seller Group shall be included in the calculation of Net Working Capital Value for purposes of Section 3(d) hereof, to the extent that such Prepaids are transferred to Purchaser.


More Definitions of Net Working Capital Value

Net Working Capital Value as of a specified date shall mean the carrying value of Transferred Receivables, plus the net carrying value of Inventory, plus the carrying value of the portion of the Prepaids prorated to Seller Group pursuant to Section 3(e) hereof, minus the carrying value of Payables, in each case on the Books and Records as of such date.
Sample 1

Related to Net Working Capital Value

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Estimated Net Working Capital has the meaning set forth in Section 2.3(a).

  • Target Net Working Capital Amount means $5,000,000.

  • Target Working Capital Amount means $75,000,000.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Working Capital Amount means the difference between (x) the total current assets of the Company and its Subsidiaries and (y) the total current liabilities (other than the New Company Debt, the Existing Company Debt and Deal Expenses) of the Company and its Subsidiaries (in each case calculated in accordance with GAAP immediately prior to the Effective Time and after giving effect to the Contribution, the Distribution and the disposition of cash and cash equivalents contemplated by Section 6.24).

  • Target Net Working Capital means $0.

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Target Working Capital means $0.

  • Net Working Capital Target means $0.00.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Estimated Working Capital has the meaning set forth in Section 2.3(a).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Consolidated Working Capital means, as at any date of determination, the excess of Current Assets over Current Liabilities.

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Base Working Capital means $25,000,000.

  • Final Working Capital has the meaning set forth in Section 2.04(b).

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Working Capital Target means $0.

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).